Kiri Industries Limited has received warning letters from both BSE Limited and National Stock Exchange of India Limited for alleged non-compliance with SEBI disclosure regulations. The warning letters, dated April 27, 2026, cite violations of Regulation 30(7) and Regulation 4(1) under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nature of Alleged Violations

The stock exchanges identified discrepancies in the company's disclosure timeline regarding the DyStar en bloc sale transaction. The violations relate to delayed disclosure of material updates about the extension of the original long-stop date.

Timeline of Disclosure Issues

The exchanges noted that the company disclosed on May 30, 2025, that the long-stop date for fulfillment of conditions in the Sale and Purchase Agreement (SPA) was scheduled for October 2, 2025, with possible extension up to November 3, 2025. Subsequently, on November 5, 2025, the company informed that the receiver had extended the long-stop date to December 1, 2025, subject to an additional deposit of USD 5,112,156 into the escrow account, in addition to USD 3,482,739 previously paid.

The material update for the extension of the original long-stop date, which was changed on October 3, 2025, was disclosed by the company only on November 5, 2025, leading to the alleged violation.

Company's Response and Clarification

Kiri Industries has provided its clarification regarding the alleged non-compliance:

• The company had duly informed stock exchanges on May 20, 2024, that the DyStar en bloc sale was to be completed within the long-stop date of December 31, 2025, as per court directions
• The completion timeline for the transaction was clearly disclosed as December 31, 2025
• Any interim extensions granted by the court-appointed receiver during the process were not considered material for disclosure under Regulation 30

Impact Assessment

Compliance Commitment

The company has assured compliance with the directions contained in the warning letters and committed to ensuring adherence to applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The warning letters have been disclosed as required under the regulations and will be placed before the Board of Directors along with corrective measures to prevent future lapses.

The exchanges have warned the company to exercise due diligence and initiate corrective steps to avoid recurrence of such lapses, stating that any future aberrations will be viewed seriously with appropriate action to follow.

Kiri Industries Limited has submitted a statutory auditor certificate to stock exchanges confirming compliance with SEBI regulations following the recent conversion of warrants into equity shares. The company filed the certificate on April 15, 2026, through its Company Secretary Suresh Gondalia, addressing both BSE Limited and National Stock Exchange of India Limited.

Statutory Auditor Certificate Submission

The certificate was issued by M/s. Pramodkumar Dad & Associates, Chartered Accountants (Firm Registration No: 115869W), the company's statutory auditors. This submission fulfills the requirement under Regulation 169(5) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Recent Warrant Conversion Details

The certificate relates to the company's recent completion of warrant conversion, where 51,45,446 equity shares were allotted to promoters and promoter group members. The conversion was executed at an issue price of Rs. 369.00 per share, with the company receiving balance consideration of Rs. 181.00 per warrant, aggregating to Rs. 93,13,25,726.00.

Comprehensive Warrant Exercise History

The auditor's certificate provides a complete timeline of the warrant exercise process, which began with the initial allotment of 1,33,33,789 warrants on October 15, 2024. The conversion process was completed in multiple phases, with the final conversion occurring on April 11, 2026.

Regulatory Compliance and Documentation

The statutory auditor certificate confirms that Kiri Industries maintained all required documentation and complied with ICDR Regulations throughout the warrant conversion process. The auditors verified bank statements, board resolutions, and regulatory filings to ensure proper compliance with SEBI requirements.

The certificate specifically confirms that consideration was received from respective allottees' bank accounts with no circulation of funds or mere book entries. All relevant records and documents have been maintained by the company as required under the regulations. The shares are listed on BSE Limited (Scrip Code: 532967) and National Stock Exchange of India Limited (Scrip ID: KIRIINDUS).